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Appendix: Section 9. Authority Of The General Partner

9.1 Management. The General Partner shall have full responsibility for and charge of the overall management, control and administration of the Partnership in all respects. The General Partner shall be authonzed to retain any Affiliate to perform any of its duties hereunder pursuant to Section 9.9(c). The General Partner shall have all specific rights and powers required or appropriate to manage the Partnership, including the power and authonty to do the following, except as otherwise expressly provided herein:

(a) develop suitable overall investment strategies and standards for the Partnership;

(b) review, select, analyze, structure, negotiate and close investment transactions, and enter into, execute, deliver and consummate all agreements, instruments and other documents without any further act, vote or approval of any Partner and do all other acts the General Partner deems advisable in connection with the Permitted Investments;

(c) monitor, supervise and direct the investments of the Partnership and dispose of them in such manner and at such times as the General Partner deems most advantageous to the Partnership;

(d) subject to Sections 9.10 and 9.11, borrow money, or guarantee borrowings on a short term basis, to make or facilitate Permitted Investments or pay expenses pursuant to Section 9.5 of the Agreement. Outstanding guarantees and borrowings at any time must not total more than the lesser of 10% of the total Commitments or Unfunded Commitments at the time;

(e) purchase from or through others contracts of liability, casualty and other insurance which the General Partner deems advisable, appropnate or convenient for the protection of the Portfolio Securities or other assets or affairs of the Partnership or for any purpose convenient or beneficial to the Partnership; (f) administer the overall operation of the Partnership;

(g) initiate, participate in and settle judicial, arbitration, administrative or similar proceedings to protect the Assets, enforce the Partnership's rights or otherwise defend the interests of the Partnership;

(h) act as the tax matters partner for the Partnership in accordance with Section 9.2;

(i) admit additional Limited Partners as contemplated by Sections

7.2(c), 7.2(f) and 12.2;

(j) perform the following services:

(A) set up books of account, records and payment procedures, including individual accounts of the Partners;

(B) provide bookkeeping and other related services for the Partnership;

(C) collect, manage and disburse the Capital Contributions of the Partners for the purposes set forth in this Agreement;

(D) provide management, financial and business planning services to the Partnership;

(E) collect receipts and make payments and expenditures in
accordance with this Agreement; and

(F) make, or cause to be made, periodic reports relating to
operating results, Asset valuations and Limited Partner
account balances, as required by this Agreement;

(k) employ from time to time Persons to render services to the Partnership (including services set forth in Section 9.1Q), including but not limited to, attorneys, investment brokers or finders, investment bankers, independent certified public accountants and printers (including attorneys and accountants who may also act as attorneys and accountants for the General Partner or any of its Affiliates);

(1) hold property in the name of any one or more nominees whether incorporated or unincorporated and whether domestic or foreign, and appoint custodial agents or trustees to hold investments within or without the United States;

(m) take whatever steps are required by governmental authorities having jurisdiction over the Partnership or its Assets;

(n) possess and exercise all of the rights and powers provided by law to a general partner in a limited partnership;

(o) take whatever action is necessary to designate any Person of its choice as a replacement or successor agent for the service of process pursuant to Section 6; and

(p) do any other acts that the General Partner deems advisable to further the purposes of the Partnership and that are not prohibited by this Agreement or applicable law.

9.2 Tax Matters.

(a) The General Partner is hereby designated the "tax matters partner" for purposes of Section 6231(a) of the Code (and regulations thereunder). Anything in Section 8.1 to the contrary notwithstanding, the General Partner, acting as tax matters partner, in its reasonable discretion and from time to time may modify the manner in which Net Profits and Net Losses are allocated to or among the tax capital accounts of the Partners in order that in the reasonable judgment of the General Partner such allocations will reasonably reflect he purpose of this Agreement and the intention of the parties; provided, however, that no such modification shall materially and adversely affect the amounts distnbutable to any Partner. (b) The General Partner is hereby authonzed to advance on behalf of any Limited Partner, an amount equal to the amount of U.S. federal, state or local income or other tax, and any related penalties, interest or other payments, that the General Partner determines the Partnership or the General Partner is required to withhold or to pay to a taxing authority with respect to or on behalf of such Limited Partner, and to file all necessary reports relating to such withholding or payment as may be required by law. Notwithstanding the foregoing, if any such amounts are deemed for tax purposes to be a Partnership deduction or expense, the amount of any such deduction or expense shall be specially allocated to the pertinent Limited Partner. The General Partner shall notify such Limited Partner of the amount of such advance, and such Limited Partner (whether or not it is then a Limited Partner) shall promptly pay over to the General Partner cash equal to such amount. In the event a Limited Partner fails to repay any advance under this Section 9.2(b), the General Partner is hereby authonzed to withhold out of any distributions that would otherwise be made to such Limited Partner the amount so advanced. Any payment by a Partner hereunder shall not be treated as a Capital Contribution to the Partnership nor be taken into account in computing such Partner's nght to distributions under this Agreement. Each Limited Partner shall indemnify the Partnership and the General Partner and hold each of them harmless from any liability with respect to any taxes, penalties or interest required to be withheld or paid to any taxing authority by the Partnership or the General Partner for or on behalf of such Limited Partner or with respect to such Limited Partner (other than any penalties or interest resulting from the General Partner's grossly negligent or willful failure to withhold or make payments, which penalties and interest shall be the obligation of the General Partner).

9.3 Permitted Investments. The Permitted Investments of the

Partnership are those that are described in Section 3.1, as determined by the General Partner in its sole discretion, subject to the investment restrictions set forth in Section 9.4.

9.4 Investment Restrictions.

(a) Within the categories of Permitted Investments, the General
Partner may invest the Assets as it deems advisable; provided that the
General Partner shall not, except with the consent of the Advisory
Committee:

(I) invest more than ten percent (10%) of the Total Commitments in the securities of any one Portfolio Company or its Affiliates, as reasonably determined by ihe General Partner (who shall subsequently advise the Advisory Committee of its determination if, in the General Partner's reasonable judgment, some factors suggest that the Portfolio Company may be an Affiliate of another Portfolio Company);

(II) invest in any entity after the Investment Period (other than for short term investment purposes) other than an existing Portfolio Company (see also about investment opportunities).

(b) Specific Limits. The Partnership will not invest in any company the primary business of which is the development and/or exploitation of real estate or the exploration for oil and/or gas. Without the Advisory Committee's consent, the Partnership will not invest in other blind-pool or similar investment funds that charge a management fee. The Partnership will not invest in Marketable Securities (excluding investments in Portfolio Companies that become Marketable Securities after the Partnership acquired them).

(c) No Hostile Offers. The Partnership will not make any Investment in connection with an offer that is opposed by the target company's board of directors (or analogous body).

(d) Media Companies. The General Partner can require the Partners to participate in an investment in a Media Company, but only pursuant to Section 11.9.

(e) Compliance with the investment restrictions set forth in this Agreement shall be determined at the time of purchase of the related investment and will not be affected by events subsequent to such purchase, including, without limitation, changes in characterization or value of any specific portfolio securities or economic conditions or events generally affecting any securities of the type held by the Partnership. The value of any investment for purposes of such determination shall be equal to the actual cost of such investment.

9.5 Expenses of the Partnership. The Partnership will bear costs and expenses that, in the good faith judgment of the General Partner, are incurred in the operation of the Partnership, including, without limitation, the fees and expenses relating to short-term investments of cash and investments in Portfolio Companies including the acquisition, holding and disposition thereof or relating to proposed portfolio investments which are not consummated, reasonable premiums for insurance protecting the Partnership, the General Partner, any of their respective Affiliates, and any of their respective employees and agents; legal, custodial and accounting expenses; auditing expenses; appraisal expenses; expenses related to organizing companies through or in which portfolio investments will be made; costs and expenses that are classified as extraordinary expenses under GAAP; taxes or other governmental charges payable by the Partnership; litigation costs and any judgments or settlements paid in connection with litigation involving the Partnership, a Portfolio Company or a Person entitled to indemnification from the Partnership; costs of reporting to the Partners; costs of Partner meetings; costs incurred in valuing securities; costs of winding up and liquidating the Partnership; and expenses incurred in connection with a Partner that defaults in respect of a Capital Contribution. Except as set forth above the Partnership will not be responsible for the General Partner's expenses, including, without limitation, office rent, furniture and fixtures, salaries, travel and entertainment expenses, marketing, employee insurance (excluding the reasonable premiums referred to in the first sentence of this Section 9.5), payroll taxes and placement agent fees.

9.6 Exculpation. Except as otherwise required by law, the General Partner, the Managing Directors and any of their respective Affiliates, members, partners, officers, directors, shareholders, employees and agents shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any limited Partner for any loss, liability, damage, cost, or other expense (including attorneys' fees, judgments and amounts paid in settlement), as incurred, in connection with their activities (including service on boards of directors for Portfolio Companies) on behalf of, or their association with, the Partnership, provided that such Person did not engage in conduct which would constitute Malfeasance.

9.7 Indemnification.

(a) To the fullest extent permitted by applicable law, the General Partner, the Managing Directors, any of their respective Affiliates, members, partners, officers, directors, shareholders, employees and agents, (each such Person being an "Indemnitee") shall be held harmless and be indemnified by the Partnership for any loss, liability, damage, cost, or other expense (including attorneys' fees, judgments and amounts paid in settlement), as incurred, in connection with their activities (including service on boards of directors for Portfolio Companies) on behalf of, or their association with, he Partnership, provided that such Person did not engage in conduct which would constitute Malfeasance.

(b) Each Indemnitee shall use commercially reasonable efforts to seek indemnification from any insurance company or Portfolio Company liable for the applicable losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership pnor to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.7'; provided, however, that the Partnership shall not advance expenses in respect of an action brought by a Majority in Interest of the Limited Partners or a dispute between Indemnitees. (c) The indemnification provided in this Section 9.7 shall airvive the termination of the Partnership for a period of three years. Amounts indemnified pursuant to this Section 9.7 shall be recoverable out of the Assets of the Partnership, including insurance proceeds, if any, and amounts on deposit in any Capital Account. If a loss subject to indemnification arises at a time when the Partnership has previously distnbuted some or all of its assets and lacks resources to pay costs or damages associated with such loss or to indemnify the General Partner in respect thereof, each Limited Partner shall be liable, severally but not jointly, to contribute to the Partnership for payment byway of indemnification to the General Partner, an amount equal to the amount, if any, by which aggregate distributions with respect to such Limited Partner's Interest in the Partnership would have been reduced if (1) no distributions had been made prior to such loss and (n) losses attributable to such loss had been allocated among the Partners; provided, that no Limited Partner shall (x) have an obligation to recontribute a distribution to the Partnership under this Section 9.7(c) after the third anniversary of the date of such distribution or (y) be required to make a contribution or payment pursuant to this Section 9.7(c) to the extent such contribution or payment when combined with all prior contributions and payments pursuant to this Section 9.7(c), would exceed 25% of the Commitment of the Limited Partner. Notwithstanding the foregoing, a Limited Partner's obligation pursuant to this Section 9.7(c) shall not mure to the benefit of, or be invoked or enforced by or for the benefit of, any creditor who is otherwise contractually obligated itself to look solely to all or a part of the Assets of the Partnership and not to the assets of any Partner for satisfaction of any debt owed or owing to that creditor by the Partnership.

(d) The Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless each Limited Partner that is represented on the Advisory Committee, each member of the Advisory Committee (and their respective heirs and legal and personal representatives) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Partnership or any of the Partners), by reason of any actions or omissions or alleged acts or omissions arising out of such Person's activities in connection with serving on the Advisory Committee against losses, damages or expenses for which such Person has not otherwise been reimbursed (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such actions, suit or proceedings; provided, that any Person entitled to indemnification from the Partnership hereunder shall obtain the written consent of the General Partner prior to entenng into any compromise or settlement which would result in an obligation of the Partnership to indemnify such Person.

9.8 Investment Company Act, ERISA and Other limitations.

(a) The General Partner is hereby authorized to take any action that it has determined in good faith to be necessary, appropriate or desirable in order for: (1) the Partnership (1) not to be deemed an "investment company" under the Investment Company Act (to the extent applicable) or (2) to have no more than the number of beneficial owners of Interests necessary in order to qualify for an exemption from registration under the Investment Company Act; (n) the Assets not to be deemed to be "plan assets" for purposes of ERISA (to the extent applicable); (in) the Partnership not to be a "publicly traded partnership" under Code Section 7704 and the regulations promulgated thereunder; or (iv) the Partnership or the General Partner not to be in violation of the rules and regulations of any material law, regulation or guideline applicable to the Partnership or the General Partner.

(b) Actions taken by the General Partner in accordance with Section 9.8(a) may include: (l) making any structural, operating or other changes in the Partnership by amending this Agreement (provided, that any such amendment may not (A) increase the Commitment of any Limited Partner, (B) affect the limited liability of the Limited Partners, (C) matenally adversely affect the economic interest of any Limited Partner or (D) result in a violation of law or regulation with respect to any Limited Partner (or in the case of an ERISA Partner, any partner or member thereof)); (n) canceling the Unfunded Commitment of any Limited Partner or requiring the sale in whole or in part of any Limited Partner's Interest with respect to or as a result of whom such violation arose, provided that such action shall not result in a violation of law or regulation with respect to any Limited Partner; (in) dissolving and terminating the Partnership {provided, that the General Partner shall use its reasonable efforts to take other actions so that such dissolution and termination are not necessary); or (iv) registenng as an investment company, investment adviser, or other regulated entity, as applicable. Any action taken by the General Partner pursuant to this Section 9.8 shall not require the approval of any Limited Partner.

(c) Notwithstanding the foregoing, if the General Partner determines that the Partnership, any Limited Partner (or in the case of an ERISA Partner, any partner or member thereof) or the General Partner may be materially and adversely affected as a result of the application of any legislation, including ERISA or similar legislation, or any regulation to a Partner or the Partnership, the General Partner may (upon notice to all the Limited Partners, but without the consent of any Limited Partner) (1) cause all or a portion of the Interest held by Limited Partners subject to such legislation or regulation (and, at the request of a Limited Partner subject to such legislation or regulation who would be so materially and adversely affected, shall use reasonable efforts to cause the Interest held by such Limited Partner) to be sold at its Net Asset Value as determined pursuant to Section 15m the following order of priority: first to the Limited Partners pro rata in accordance with their respective Interests, second to the Limited Partners who purchased Interests pursuant to the preceding clause pro rata in accordance with the amounts so purchased, third to the Partnership or the General Partner and finally to third parties; (11) cause such amendments to be made to the Agreement as may be necessary to prevent any such material adverse effect including, without limitation, amendments affecting the investment of Assets or the payment of fees, provided that in the case of a sale to the Partnership, such sale shall not result in a violation of applicable law or regulation on the part of any other Partner; or (in) dissolve the Partnership and distribute the Assets in accordance with Section 18.4. The General Partner is hereby expressly authorized to sell Interests as provided in the foregoing sentence and to authorize the Partnership to acquire such Interests for cash payments, payments in kind or deferred payments that are reasonable under the circumstances and that are legally permissible.

9.9 Management Fee.

(a) The General Partner shall be compensated for services rendered to the Partnership during the term of the Partnership by the payment in cash to the General Partner of a management fee (the "Management Fee") by the Partnership. The Management Fee

shall equal______ % per annum of the Total Commitment from the

Organization Date through the earlier of (1) the end of the Investment Period and (n) the closing of any follow-on venture capital partnership formed in accordance with Section 10.3 (the "Step Down Date"). Commencing on the Step Down Date, the

Management Fee shall be_______ % per annum of Invested Capital as

calculated as of the payment date of such Management Fee,

decreasing on each anniversary of the Step Down Date by_____________ %

provided that the Management Fee shall never be lower than

____ %. The Management Fee shall be payable for each Fiscal Year

in advance in equal semiannual installments on January 1 and July 1 of such Fiscal Year, except that for the Fiscal Year commencing on the Organization Date, the first Management Fee installment shall be paid immediately upon the Partnership's receipt of the capital contributions of the Partners on the Initial Contribution Date (each, a "Management Fee Due Date"). The Management Fee for any partial Fiscal Year shall be prorated on the basis of the ratio that the total number of days in that year during which this Agreement was in effect bear to 365; provided, however, if the Initial

Closing of the Partnership occurs on or before________________________

then this sentence shall not apply to the Management Fee for the first Fiscal Year. The Management Fee for any period shall be reduced to the extent provided in subparagraph (b) below and Section 9.10. Any Management Fees paid to the General Partner shall be treated as guaranteed payments under Section 707(c) of the Code.

(b) All arrangements made by the Partnership, the Managing Directors, the General Partner and any Affiliates of the Partnership, the Managing Directors or the General Partner with Portfolio Companies with respect to the payment of management fees, consulting fees, commitment fees, cancellation fees or other like fees (other than directors' fees), shall provide that such fees shall be earned by and paid to the General Partner, and the Partnership shall be entitled to a reduction in the Management Fee payable with respect to any Fiscal Year by an amount equal to one hundred percent (100%) of such fees paid in the immediately preceding Fiscal Year. Any excess of such fees received by the General Partner from Portfolio Companies over the Management Fee for any particular period shall be carried over to subsequent periods until the termination of the Partnership pursuant to Section 18 hereof. Any excess of such fees over the Management Fee payable in respect of the remainder of tie term of the Partnership (the "Excess Offset Fees"), less the amount of state and federal income taxes payable in respect of such Excess Offset Fees (calculated using the same pnnciples as are used to calculate tax distributions set forth in Section 8.2(a) (m)) shall be paid by the General Partner to the Limited Partners as of the date the Partnership is dissolved in the amount set forth in the next sentence. The amount payable to the Limited Partners is the amount they would have received under Section 18 as an additional liquidating distribution if the Excess Offset Fees had constituted income of the Partnership realized on the date the payment is to be made. Notwithstanding the foregoing, any Limited Partner that notifies the General Partner (an "Opt Out Partner") of its election to be excluded from the operation of this Section 9.9(b) (the "Opt Out Election") will not be entitled to a reduction in its portion of the Management Fee while the Opt Out Election is effective. Any such Opt Out Election can be revoked, and the revocation will be deemed effective for all calendar quarter periods beginning after the General Partner receives the revocation notice. Any fees that would have otherwise been used to reduce an Opt Out Partner's portion of the Management Fee will instead be used to reduce that portion of the Management Fee attributable to the Limited Partners that are not Opt Out Partners for the relevant penod. The General Partner shall report to the Advisory Committee the amount of all fees received (including directors' fees) on a semi­annual basis.

(c) The General Partner can at any time appoint one of its Affiliates to perform management and supervisory services to the Partnership and to receive all or any part of the Management Fee or other fees described in Section 9.9(b); provided that the Managing Directors must at all times own at least a majority of the class of the equity voting securities (whether the same be stock, partnership or member interests, or other ownership interests) of such Affiliate. The General Partner may, in accordance with the provisions and procedures set forth in Annex A hereto (which is incorporated herein by reference), elect to forego a portion of the Management Fees to which it would be entitled under this Section 9.9 and, in lieu of receiving such portion of the Management Fees, have its cash Capital Contribution obligations pursuant to Section 7.1 be reduced by an offsetting amount.

9.10 Unrelated Business Taxable Income. The General Partner will use its reasonable best efforts to (a) insure that no Limited Partner, or partner or member of a Limited Partner, that is exempt from income taxation under Section 501(a) of the Code shall, as the result of the activities of the Partnership, be deemed to have UBTI, and (b) cause the Partnership not to acquire "debt-financed property" within the meaning of Section 514(b) of the Code. The Partnership will not invest in a partnership or other pass-through entity unless such entity has a prohibition substantially equivalent to that in the foregoing sentence or the General Partner receives assurance in some other manner that such entity will abide by substantially equivalent restnctions. If the General Partner recognizes that a prospective item of cash income that would be received by the Partnership would constitute UBTI, and if at the time of such recognition the General Partner can legally cause this item of income to be shifted to, and included for tax purposes in the gross income of, the General Partner rather than be included in the gross income of the Partnership, and if at such time it is reasonably practicable to do so, then the General Partner will use its best efforts to arrange to have this item of cash income be included for tax purposes as gross income of, and paid to, the General Partner. If the General Partner recognizes that a prospective item of income would constitute UBTI, but if at the time of such recognition (1) the General Partner cannot legally cause this item of income to be shifted to, and included for tax purposes in the gross income of, the General Partner, or if at such time it is not reasonably practicable to do so, or (n) the General Partner, notwithstanding its best efforts, cannot arrange to have such item of income be included for tax purposes as gross income of and paid to the General Partner, then the General Partner shall provide written notice to the tax-exempt Limited Partners that such prospective item of income would constitute UBTI, and the General Partner shall provide to each tax-exempt Limited Partner such information with respect to such prospective item of income as such Limited Partner may reasonably request to enable such Limited Partner to prepare any tax return with respect thereto. The Management Fee for any period payable shall be reduced by the amount of all such cash income actually shifted to and received by the General Partner during the immediately preceding Management Fee period. Any excess of such cash income received by the General Partner over the Management Fee for any particular Management Fee penod shall be carried over to subsequent periods. The General Partner does not anticipate that the Partnership will participate in transactions that will require a substantial amount of cash income to be shifted to and received by the General Partner pursuant to the foregoing provisions of this Section 9.10.

9.11 Effectively Connected Income. The General Partner shall use its reasonable best efforts to conduct the affairs of the Partnership in a manner that does not cause any Limited Partner (or a partner of a Limited Partner) that is not a "United States Person" as that term is defined in Section 7701 of the Code (a "Foreign Person") to have any income that is "effectively connected with the conduct of trade or business within the United States" as defined in Section 864 of the Code (including by reason of Section 897 of the Code) ("ECI"). Unless otherwise advised by its tax advisors after the purchase of a Portfolio Security, in which event the General Partner shall promptly notify the Limited Partners, the General Partner shall use its best efforts to cause the tax returns and information returns of the Partnership to be filed on the basis that the Partnership is not engaged in a trade or business which generates ECI to any Limited Partner which is a Foreign Person. The General Partner shall use its best efforts to cause the Partnership not to invest in any partnership or unincorporated entity which is engaged in a trade or business if, as a result of such investment, income from such partnership or unincorporated entity which is treated as ECI would be allocated for tax purposes to any Limited Partner which is a Foreign Person. Notwithstanding the foregoing, if income from any partnership or unincorporated entity is treated as ECI and allocated for tax purposes to any Limited Partner which is a Foreign Person, the General Partner is hereby authorized to advance on behalf of any Limited Partner which is a Foreign Person, or pay an amount equal to the amount of U.S. federal, state or local income or other tax, and any related penalties, interest or other payments, that the General Partner determines the Partnership or the General Partner is required to withhold or to pay to a taxing authority with respect to or on behalf of such Limited Partner which is a Foreign Person, and to file all necessary reports relating to such withholding or payment as may be required by law. The General Partner shall notify such Limited Partner of the amount of such advance, and such Limited Partner (whether or not it is then a Limited Partner) shall promptly pay over to the General Partner cash equal to such amount. In the event a Limited Partner fails to repay any advance under this Section 9.11, the General Partner is hereby authorized to withhold out of any distributions that would otherwise be made to such Limited Partner the amount so advanced. Any payment by a Limited Partner which is a Foreign Person hereunder shall not be treated as a Capital Contribution to the Partnership nor be taken into account in computing such Limited Partner's right to distributions under this Agreement. Each Limited Partner which is a Foreign Person shall indemnify the Partnership and the General Partner and hold each of them harmless from any liability with respect to any taxes, penalties or interest required to be withheld or paid to any taxing authority by the Partnership or the General Partner for or on behalf of such Limited Partner or with respect to such Limited Partner.

9.12 Certain ERISA Matters. If participation by benefit plans is "significant" within the meaning of Department of Labor regulations issued under ERISA, the General Partner shall use its best efforts to structure the investments of the Partnership so that the Partnership is a Venture Capital Operating Company.

9.13 Foreign Investments. The Partnership will not make any investment in a security the issuer of which is domiciled outside the United States or any state or political subdivision thereof (a "Foreign Investment") unless immediately after giving effect to such investment the aggregate Foreign Investments of the Partnership would not be greater than 10% of the Total Commitments. For purposes of the 10% limitation contained in the first sentence of this Section 9.13, an issuer shall be deemed to be domiciled within the United States (or any state or political subdivision thereof) if it is organized under the laws of, its headquarters or chief executive office is located within, or it denves a majority of its revenues within, the United States (or any state or political subdivision of the United States). Prior to making either a Foreign Investment or an indirect investment in a Foreign Investment, the Partnership shall obtain written advice of local counsel or other legal advisers that (A) such action would not cause any Partner (or any partner or member of any Partner), solely as a result of such Partner being a Partner in the Partnership, to be required to either (l) file income tax returns in the junsdiction in which such issuer is domiciled (the "Foreign Jurisdiction") or (n) pay tax (other than withholding tax) in such Foreign Junsdiction; and (B) the laws of such Foreign Junsdiction will respect the limited liability of the Partners; provided that no oral or wntten advice of local counsel or other legal advisers shall be required with respect to any Foreign Investment to the extent the General Partner has recently obtained such advice for such Foreign Junsdiction.

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